EXHIBIT
10.1


 


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT, made
and entered into as of this 16th day of March, 2006, by and between Golf
Galaxy, Inc. (the “Company”) and Ralph D. Maltby (the “Executive”).


 


W I T N E S S E T H :


 


WHEREAS, the Company
desires to retain the services of the Executive in the capacity of Senior Vice
President — Chief Technology Officer, Research & Development and the
Executive hereby accepts and agrees to such employment, subject to the
supervision of the President and Chief Executive Officer of the Company (the “President”)
and the further terms and conditions set forth herein.


 


NOW THEREFORE, in
consideration of the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


ARTICLE I.


EMPLOYMENT AND TERM


 


1.1           EMPLOYMENT.  Upon the terms and subject to the conditions
herein contained, the Company hereby employs the Executive as Senior Vice
President – Chief Technology Officer, Research & Development or in such
other capacity as may be determined from time to time by the President, and the
Executive hereby accepts such employment.


 


1.2           TERM.  Unless sooner terminated as hereinafter
provided, this Agreement shall be entered into for a period of five (5) years,
commencing on the Effective Date (the “Initial Term”). The term of employment
shall be renewed automatically for successive periods of one (1) year each (a “Renewal
Term”) (collectively, with the Initial Term, the “Term”) after the expiration
of the Initial Term and any subsequent Renewal Term, unless the President
provides the Executive, or the Executive provides the President, with written
notice to the contrary at least sixty (60) days prior to the end of the Initial
Term or any Renewal Term.


 


ARTICLE II.


COMPENSATION


 


2.1           SALARY.  As compensation for his services to the
Company and as compensation for his confidentiality, non-competition and
non-solicitation agreement provided in Article 3 of this agreement, Executive
shall receive an annual salary in the amount of Two Hundred Twenty-Five
Thousand and 00/100 Dollars ($225,000.00) (the “Salary”) payable on a pro rata,
bi-weekly basis in accordance with the Company’s regular payroll processes. The
Salary shall be reviewed by the Company’s Board of Directors (the “Board”)
annually in the Spring occurring during the Term.


 

















 


2.2           STOCK
OPTIONS.  Effective upon Executive’s
first date of employment, the Board has approved grants for his right and
option to purchase 100,000 shares of the Company’s common stock at an exercise
price equal to the price per share of the Company’s common stock on such date.
The options would vest twenty-five percent (25%) each year over a four (4) year
period, and have a ten (10) year term.


 


2.3           BENEFITS.  Except as the Board may otherwise provide,
Executive shall be entitled to participate in any retirement savings plan,
profit sharing plan, life insurance, health insurance, dental insurance,
disability insurance or any other fringe benefit plan which the Company may
from time to time make available to its salaried senior executives to the
extent that Executive’s age, tenure, and title make him eligible to receive
those benefits. Any of such benefits may be modified or withdrawn by the
Company in its discretion during the Term to the extent the same are withdrawn
or modified or supplemented for other employees similarly situated.


 


2.4           DISCRETIONARY
BONUS.  The Executive may from time
to time receive a bonus in the sole discretion of the Board.


 


2.5           VACATION.   Executive shall be entitled to twenty (20)
days Paid Time Off (“PTO”) per calendar year, which shall be prorated during
any partial year during the Term. Any additional PTO that is unused as of the
last day of the calendar year shall be forfeited. Any unused PTO at the time of
termination of employment other than for Cause shall be paid to Executive at
termination.


 


2.6           EXPENSES.   The Company shall reimburse the Executive
for all reasonable expenses properly incurred by the Executive in the discharge
of his duties hereunder upon production of evidence therefor.


 


2.7           CELL
PHONE.  Executive will be issued a
Company-owned cell phone for his business and personal use during the Term of
this Agreement. Executive agrees to immediately discontinue use and return such
cell phone upon termination of this Agreement.


 


ARTICLE III.


DUTIES OF EXECUTIVE


 


3.1           SERVICES:
DUTIES.  Executive shall have the
normal duties, responsibilities and authority of a Senior Vice President –
Chief Technology Officer, Research & Development, subject to the power of
the President to expand or limit such duties, responsibilities and authority.
The Executive shall devote Executive’s full time and effort to the business of
the Company. The Executive shall perform the duties and obligations required of
the Executive hereunder in a competent, efficient and satisfactory manner at
such hours and under such conditions as the performance of such duties and
obligations may require.


 


3.2           CONFIDENTIALITY
AND LOYALTY.  Executive acknowledges
that during the course of Executive’s employment, Executive will produce and
have access to trade secrets, confidential or secret designs, processes,
formulae, plans, know-how, devices, materials, records,


 


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data, and information not generally available to the public regarding
the Company, its customers and affiliates (collectively “Confidential
Information”). Accordingly, during and subsequent to the termination of this
Agreement, Executive shall hold in confidence and not directly or indirectly
disclose, use, copy or make lists of any Confidential Information, except to
the extent authorized in writing by the Company, or as required by law or any
competent administrative agency or as otherwise is reasonably necessary or
appropriate in connection with the performance by Executive of his duties
pursuant to this Agreement. Executive acknowledges that the Confidential
Information constitutes unique and valuable assets of the Company and represent
substantial investments of time and expense by the Company and that any
disclosure or other use of any of such Confidential Information other than for
the sole benefit of the Company would be wrong and would cause irreparable harm
to the Company. Furthermore, Executive will refrain from any acts or omissions
that are intended to reduce the value of Confidential Information to the
Company. Upon termination of Executive’s employment for any reason, Executive
shall promptly deliver to the Company (a) all records, manuals, books,
documents, client or supplier lists, letters, reports, data, tables,
calculations, research and all copies of any of the foregoing which are the
property of the Company, its customers or affiliates or which relate in any way
to the business or practices of the Company, its customers or affiliates, or
the services Executive performed for the Company, its customers or affiliates
and (b) all other property of the Company, its customers or affiliates and
Confidential Information which in any of these cases are in his possession or
under his control. The obligation of confidentiality shall not apply, or shall
cease to apply, to such information which is in the public domain as of the
date of this Agreement or is disclosed to the Employee by a third party without
breach of a confidentiality obligation or subsequently comes into the public
domain through a source other than the Employee.


 


3.3           NON-COMPETITION.  In consideration of the compensation and
other good and valuable consideration provided to Executive under this
Agreement, the receipt and sufficiency of which Executive hereby acknowledges,
Executive agrees that during the period of Executive’s employment with the
Company and for the six-month period immediately following termination of
Executive’s employment with the Company for any reason, Executive shall not, in
any market in North America, directly or indirectly, on his own account or in
the service of any other person, firm, corporation or other entity, become
involved as an employee, partner, director, officer, principal, agent,
consultant or in any other relationship or capacity with any person, firm, corporation
or other entity engaged in any business of the type being conducted or rendered
by the Company or its affiliates on or prior to the date of the termination of
Executive’s employment (including but not limited to the sale or distribution
of golf club components, clubmaking tools and golf supplies and general golf
retailing). Ownership by the Executive as Shareholder in a passive investment
(including without limitation, no participation in any fashion in the
management or operations of such corporation), of less than one percent of the
outstanding shares of capital stock of any corporation shall not constitute a
breach of this Article III.


 


3.4           NON-SOLICITATION; NON-HIRE and
NON-INTERFERENCE.  Executive further
agrees that during the period of his employment with the Company and for the
six-month period immediately following termination of such employment for any
reason, Executive shall not, directly or indirectly, individually or on behalf
of any other person, firm, corporation or other entity aid or endeavor to
solicit or induce, or attempt to solicit or induce, any of the


 


3

















 


employees of the Company or its affiliates (including
anyone employed by the Company or its affiliates within the 12-month period
preceding the date of this Agreement) to leave their employment in order to
accept employment or enter into an independent contractor or other business
engagement elsewhere. Executive further agrees not to interfere adversely in
any way with the relationship between any employee of the Company and the
Company or its affiliates. Further, Executive shall not induce or attempt to
induce any employee of the Company or its affiliates to work for, render
services or provide advice to or supply confidential business information or
trade secrets of the Company or its affiliates to any third person, firm or
corporation. Executive shall not employ, or otherwise pay for services rendered
by, any employee of the
Company in any business enterprise with which the Executive may be associated,
connected or affiliated. Executive shall not induce or attempt to induce any
customer, supplier, licensee, licensor or other person or entity having a
business relationship with the Company or its affiliates to cease doing business
with the Company or its affiliates, or in any way interfere with the
relationship between any such customer, supplier, licensee, licensor or other
such person or entity and the Company or its affiliates.


 


3.5           PATENT AND
RELATED MATTERS.


 


(a)           Disclosure and
Assignment.  Executive agrees to promptly disclose in
writing to the Company complete information concerning each and every
invention, discovery, improvement, device, design, apparatus, practice,
process, method or product, whether patentable or not, made, developed,
perfected, devised, conceived or first reduced to practice by Executive, either
solely or in collaboration with others, during the term of this Agreement, or
within six (6) months thereafter, whether or not during regular working
hours, relating either directly or indirectly to the business, products,
practices or techniques of the Company or its affiliates (hereinafter referred
to as “Developments”). Executive, to the extent that he has the legal right to
do so, hereby acknowledges that any and all of said Developments are the
property of the Company and hereby assigns and agrees to assign to the Company
any and all of Executive’s right, title and interest in and to any and all of
such Developments.


 


(b)           Future Developments.  As to any future Developments made by
Executive which relate to the business, products or practices of the Company or
its affiliates and which are first conceived or reduced to practice during the
term of this Agreement, but which are claimed for any reason to belong to an entity
or person other than the Company, Executive agrees to promptly disclose the
same in writing to the Company and shall not disclose the same to others if the
Company, within twenty (20) days thereafter, shall claim ownership of such
Developments under the terms of this Agreement.


 


(c)           Limitation on
Sections 3.5(a) and (b).  The
provisions of Sections 3.5(a) and (b) shall not apply to any Development
meeting the following conditions:


 


(i)            such Development was developed
entirely on Executive’s own time;


 


(ii)           such Development was made without the use of any Company
or affiliate’s equipment, supplies, facility or trade secret information;


 


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(iii)          such Development does not relate (a) directly to the
business of the Company or its affiliates, or (b) to the Company’s or the
affiliate’s actual or demonstrably anticipated research or development; and


 


(iv)          such Development does not result from any work performed by
Executive for the Company or its affiliates.


 


(d)           Assistance of
Executive.  Upon request and without further
compensation therefore, but at no expense to Executive, and whether during the
term of this Agreement or thereafter, Executive will do all lawful acts,
including, but not limited to, the execution of papers and lawful oaths and the
giving of testimony, that in the opinion of the Company, its successors and
assigns, may be necessary or desirable in obtaining, sustaining, reissuing,
extending and enforcing United States and foreign patents, including, but not
limited to, design patents, on any and all of such Developments, and for
perfecting, affirming and recording the Company’s complete ownership and title
thereto, and to cooperate otherwise in all proceedings and matters relating
thereto.


 


(e)           Records.  Executive will keep complete, accurate and
authentic accounts, notes, data and records of all Developments in the manner
and form requested by the Company. Such accounts, notes, data and records shall
be the property of the Company, and, upon its request, Executive will promptly
surrender same to it or, if not previously surrendered upon its request or
otherwise, Executive will surrender the same, and all copies thereof, to the
Company upon the conclusion of his employment.


 


3.6           UNDERSTANDINGS.  Executive
acknowledges and agrees that: (a) the Company informed him, as part of the
offer of employment and prior to his accepting employment with the Company,
that a confidentiality, non-competition, non-solicitation, non-hire, and
non-interference agreement would be required as part of the terms and
conditions of his employment; (b) he has carefully considered the
restrictions contained in this Agreement; and (c) the restrictions in this
Agreement are reasonable and will not unduly restrict him in securing other
employment in the event of termination.


 


3.7           REMEDIES.  Executive agrees and understands that any
breach of any of the covenants or agreements set forth in Article III of this
Agreement will cause the Company irreparable harm for which there is no adequate
remedy at law, and, without limiting whatsoever other rights and remedies the
Company may have under this Agreement, Executive consents to the issuance of an
injunction by any court of competent jurisdiction in favor of the Company
enjoining the breach of any of the aforesaid covenants or agreements. If any or
all of the aforesaid covenants or agreements are held to be unenforceable
because of the scope or duration of such covenant or agreement, the parties
agree that the court making such determination shall have the power to reduce
or modify the scope and/or duration of such covenant to the extent that allows
the maximum scope and/or duration permitted by applicable law.


 


3.8           SURVIVAL.  The obligations of this Article III shall
survive the expiration or termination of this Agreement and/or termination of
Executive’s employment for any reason.


 


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ARTICLE IV.


TERMINATION


 


4.1           TERMINATION
FOR CAUSE.  Notwithstanding anything
contained in this Agreement to the contrary, the Company shall have the right
to terminate the employment of the Executive upon the occurrence of any of the
following events (which events shall constitute “Cause” for termination):


 


(a)           The Executive shall commit any breach or violation of any
of Executive’s representations or covenants under this Agreement, which breach
continues for a period of ten (10) days following notice thereof from the
Company (except in the event of a breach of any provision of Article III
Sections 3.2, 3.3, 3.4, and 3.5 of this Agreement, which shall require no
notice to Executive prior to termination);


 


(b)           The Executive shall willfully and continually fail to
substantially perform Executive’s duties with the Company (other than due to
incapacity resulting from physical or mental illness) which failure has
continued for at least 30 days following receipt by Executive of written notice
specifying the failure to substantially perform;


 


(c)           The Executive shall willfully engage in conduct that is
demonstrably and materially injurious to the Company, monetarily or otherwise.


 


(d)           The Executive shall, in the performance of the Executive’s
duties under this Agreement, engage in any act of misconduct, including
misconduct involving moral turpitude, which is injurious to the Company;


 


(e)           The Executive shall violate or willfully refuse to obey
the lawful and reasonable instructions of the Board of the Company or the
President and Chief Executive Officer, provided that such instructions are not
in violation of this Agreement;


 


(f)            The Executive shall become disabled during the Term (the
Executive shall be deemed to be disabled if the Executive is eligible to
receive disability benefits under any long-term disability plan the Company may
then have in effect, or, if no such plan is then in effect, the Executive shall
be deemed to be disabled if Executive is unable to perform the material
functions of his position with the Company, with or without reasonable
accommodation, by reason of a physical or mental infirmity, for a period of
ninety (90) consecutive days within any 180-day period).


 


(g)           The Executive shall die during the Term of this Agreement.


 


An act or failure to act is considered “willful”
if done or not done with an absence of good faith and without a reasonable
belief that the act or failure to act was in the best interests of the Company.
If the employment of the Executive is terminated pursuant to this Section 4.1,
such termination shall be effective upon the delivery of notice thereof to the
Executive, except in the event of the death of Executive, in which case
termination shall be effective immediately upon death, and termination pursuant
to subsection 4.1(a) and (b) under circumstances in which


 


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Executive is entitled to notice of breach (or failure) and an
opportunity to cure, in which case termination shall be effective immediately
after the notice period if Executive fails to cure the breach or failure to the
reasonable satisfaction of the Company. In the event of termination for “Cause”,
the Executive shall not be entitled to any severance payments or any other
payments under this Agreement.


 


4.2           TERMINATION
BY COMPANY FOR ANY OTHER REASON. 
Notwithstanding anything contained in this Agreement to the contrary, the
Company shall have the right to terminate the employment of the Executive for
any reason, including reasons other than those described in Section 4.1, upon
thirty (30) days notice to Executive. Such termination shall be effective upon
the expiration of such 30 day period. In the event of termination by the
Company for any reason not constituting “Cause” (as defined above), the
Executive shall be entitled to the severance payments described in Section 4.5
of this Agreement.


 


4.3           TERMINATION
BY EXECUTIVE FOR GOOD REASON. 
Notwithstanding anything contained in the Agreement to the contrary, the
Employee shall have the right to terminate his employment at any time for “Good
Reason”. “Good Reason” shall exist if any of the following events or conditions
occurs:


 


(a)           a material change in Executive’s title, position or
responsibilities which represents a substantial reduction of the title,
position or responsibilities in effect immediately prior to the change; the
assignment to Executive of any duties or responsibilities (other than due to a
promotion) which are inconsistent with such title, position or
responsibilities; or


 


(b)           the location of Executive’s day-to-day employment is
outside of Licking County, Ohio, or counties adjacent to Licking County, Ohio;
or


 


(c)           any material breach by the Company of any provision of
this Agreement.


 


In the event of termination of employment by
the Executive for Good Reason, the Executive shall be entitled to the severance
payments described in Section 4.5 of this Agreement, subject to the limitations
contained in Section 4.5.


 


4.4           TERMINATION
BY EXECUTIVE. The Executive shall have the right to terminate his
employment under this Agreement for any reason. In the event of termination by
the Executive for any reason not constituting a termination for “Good Reason”
(as defined above), the Executive shall not be entitled to any severance
payment or any other payments under this Agreement.


 


4.5           SEVERANCE
PAYMENTS. In the event that Executive’s employment is terminated by the
Company for reasons other than Cause, or, in the event that the Executive
terminates the Executive’s employment for Good Reason, the Company shall pay to
Executive, within ten (10) days of the date of such termination, the Salary
through such date of termination, and, in lieu of any further compensation and
benefits under this Agreement, Executive shall be entitled to the following
benefits during the “Severance Period” (which Severance Period is


 


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defined herein to be the six-month period beginning on the date of such
termination of Executive’s employment), subject to the limitations contained in
this Section 4.5.


 


(a)           During the Severance Period, the Company shall continue to
pay to Executive the bi-weekly base salary payable to Executive at the rate and
according to the payment schedule in place immediately prior to the termination
of employment subject to federal and state withholding, FICA, FUTA and all
other applicable withholding;


 


(b)           During the Severance Period, the Company shall continue on
behalf of Executive (and Executive’s dependents and beneficiaries) those
benefits available to Executive pursuant to COBRA (e.g., life insurance,
medical and dental benefits) and the expense shall be allocated between the Company
and Executive on the same basis as prior to the date of termination of
employment. The benefits provided pursuant to this subsection (b) shall be
no less favorable to Executive than the coverage provided to Executive under
the plans providing such benefits at the time notice of termination was given
to Executive. The obligation of the Company under this subsection
(b) shall be limited to the extent that Executive obtains or is eligible
to obtain any such benefits pursuant to a subsequent employer’s benefit plans,
in which case the Company may reduce the coverage of any benefit it is required
to provide Executive under this subsection (b) so long as the aggregate
coverage of the combined benefit plans is no less favorable to Executive, in
terms of amounts and deductibles and costs to Executive, than the coverage
required to be provided under this subsection (b). This subsection
(b) shall not be interpreted so as to limit any benefits to which
Executive (or Executive’s dependents or beneficiaries) may be legally entitled
under any of the Company’s Executive benefit plans, programs or practices
following Executive’s date of termination of employment. The provision of
continued benefits to Executive under this subsection (b) shall not
deprive Executive of any independent statutory right to continue benefits
coverage pursuant to Sections 601 through 606 of the Executive Retirement
Income Security Act of 1974, as amended; and


 


(c)           On the date of termination of employment, the Company
shall pay Executive an amount equal to the bonus(es), if any, Executive would
have received had Executive remained in the Company’s employment during the
Severance Period, calculated using the targeted bonus rate established by the
Company under any applicable employment agreement or in its bonus plan then in
effect (or, if no rate was established for the period in question, the targeted
bonus rate established for the prior period) and assuming that all performance
criteria would have been met, provided, however, that if the targeted bonus
rate is based on performance over a period of time which ends after the
Severance Period, then the amount paid to Executive under this subsection (c)
shall be prorated based on the number of days Executive was employed by the
Company during the applicable bonus period plus the number of days in the
Severance Period.


 


(d)           In the event the Executive is entitled to severance
benefits, all of Executive’s rights to exercise option(s) granted under the
Company’s stock option plan and held by the Executive upon termination of
employment shall immediately vest resulting in these option(s) becoming
immediately exerciseable for the period specified in


 


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the section of the respective option(s)
relating to vesting of options in the event of termination of employment, or,
if no period is so specified, then for six months, after which time the
option(s) shall expire.


 


(e)           Notwithstanding anything contained in this Agreement to
the contrary, Executive shall be entitled to the severance pay and benefits
described in this Section 4.5 only if
(i) on or within thirty (30) days following Executive’s last date of
employment Employee signs and does not rescind a Release Agreement in a form
prepared by the Company, to include but not be limited to a comprehensive
release of all legal claims by Executive in favor of the Company,
(ii) Executive fully complies with his confidentiality obligations under
Section 3.2 herein, (iii) Executive fully complies with his non-competition
and non-inducement obligations under Section 3.3 and 3.4 herein, and
(iv) Executive fully complies with his disclosure and assignment
obligations under Section 3.5 herein. Executive further understands and
agrees that if he does not sign the required Release Agreement, if he rescinds
the required Release Agreement after signing, or if he does not fully comply
with the confidentiality, non-competition, non-inducement, and/or disclosure
and assignment requirements of Sections 3.2, 3.3, 3.4 and 3.5 herein, he will
not be entitled to the severance pay or benefits described in Section 4.5
and will be obligated to return any severance pay and/or benefits already
received.


 


4.6           SURVIVING
RIGHTS.  Notwithstanding the
termination of Executive’s employment, the parties shall be required to carry
out any provisions hereof which contemplate performance subsequent to such
termination; and such termination shall not affect any liability or other
obligation which shall have accrued prior to such termination, including, but
not limited to, any liability for loss or damage on account of a prior default.


 


ARTICLE V.


SETTLEMENT BY ARBITRATION


 


5.1           ARBITRATION.  The Company and Executive agree that any
claim or controversy arising out of or relating to this Agreement, including
but not limited to the making of it or the alleged breach of it, and any
alleged violation of any right created by statute, shall be discussed between
the disputing parties in a good faith effort to arrive at a mutual settlement
of any such claim or controversy. If, notwithstanding, such claim or
controversy cannot be resolved, the Company and Executive agree that any claim
or controversy will be settled by arbitration in the City of Minneapolis,
Minnesota, in accordance with the provisions of this Agreement, and the
arbitration rules of the American Arbitration Association, unless such rules
are inconsistent with the provisions of this Agreement. Limited civil discovery
shall be permitted for the production of documents and taking of depositions.
Unresolved discovery disputes may be brought to the attention of the arbitrator
who may dispose of such dispute. The arbitrator shall have the authority to
award any remedy or relief that a court of this state could order or grant;
provided, however, that punitive or exemplary damages shall not be awarded. The
award rendered pursuant to such arbitration shall be final, binding and
conclusive as to the Company and Executive, and judgment upon such award may be
entered without notice and enforced in any court having jurisdiction. Costs of
arbitration (excluding the costs of each party’s own counsel or advisors) shall
be borne equally by the Company and Executive. Notwithstanding the


 


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foregoing, the Company shall have the right to submit any claim against
Executive arising out of any provision of Article III hereof to any court
of competent jurisdiction in Hennepin County, Minnesota, in lieu of seeking
arbitration pursuant to this Section.


 


ARTICLE VI.


GENERAL PROVISIONS


 


6.1           NOTICES.  All notices, requests, and other
communications shall be in writing and except as otherwise provided herein,
shall be considered to have been delivered if personally delivered or when
deposited in the United States Mail, first class, certified or registered,
postage prepaid, return receipt requested, addressed to the proper party at its
address as set forth below, or to such other address as such party may
hereafter designate by written notice to the other


party:


 


	
  (a)

  	
   

  	
  If to the Company, to:

  	
   

  	
  Golf Galaxy, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  7275 Flying Cloud Drive

  
	
   

  	
   

  	
   

  	
   

  	
  Eden Prairie, MN 55344

  
	
   

  	
   

  	
   

  	
   

  	
  ATTN: President

  



 


	
  (b)

  	
   

  	
  If to the Executive, to:

  	
   

  	
  Ralph D. Maltby

  
	
   

  	
   

  	
   

  	
   

  	
  1700 Jones Road

  
	
   

  	
   

  	
   

  	
   

  	
  Granville, OH 43023

  



 


6.2           NO CONFLICTING OBLIGATIONS.  Executive represents and warrants to
the Company that he is not under, or bound to be under in the future, any
obligation to any person, firm, or corporation that is or would be inconsistent
or in conflict with this Agreement or would prevent, limit, or impair in any
way the performance by him of his obligations hereunder.


 


6.3           WAIVER, MODIFICATION OR AMENDMENT.  No waiver, modification or amendment
of any term, condition or provision of this Agreement shall be valid or of any
effect unless made in writing, signed by the party to be bound or its duly
authorized representative and specifying with particularity the nature and
extent of such waiver, modification or amendment. Any waiver by any party of
any default of the other shall not affect or impair any right arising from any
subsequent default. Nothing herein shall limit the rights and remedies of the
parties hereto under and pursuant to this Agreement, except as set forth above.


 


6.4           ENTIRE AGREEMENT. 
This Agreement contains the entire understanding of the parties
hereto in respect of the subject matter hereof and supersedes all prior
agreements and understandings between the parties with respect to such subject
matter, whether oral or written.


 


6.5           INTERPRETATION. 
The provisions of this Agreement shall be applied and interpreted
in a manner consistent with each other so as to carry out the purposes and
intent of the parties hereto, but if for any reason any provision hereof is
determined to be unenforceable or invalid, such provision or such part thereof
as may be unenforceable or invalid shall be deemed


 


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severed from
this Agreement and the remaining provisions shall be carried out with the same
force and effect as if the severed provision or part thereof had not been a
part of this Agreement.


 


6.6           GOVERNING LAW. 
This Agreement shall be construed and enforced in accordance with
the laws of the State of Minnesota, without regard to conflict of laws
principles.


 


6.7           ASSIGNMENT.  Executive
acknowledges that Executive’s services are unique and personal. Accordingly,
Executive may not assign Executive’s rights or delegate Executive’s duties or
obligations under this Agreement. This Agreement shall inure to the benefit of
and be enforceable by the Company and any successor or permitted assignee, and
may be assigned by the Company to any purchaser of all or substantially all of
the Company’s business or assets (by merger, sale of assets, consolidation,
acquisition of stock or otherwise) without the consent of Executive, and may
otherwise be assigned by the Company only with Executive’s consent.


 


6.8           CAPTIONS AND HEADINGS.  The captions and section headings used
in this Agreement are for convenience of reference only, and shall not affect
the construction or interpretation of this Agreement or any of the provisions
thereof.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement in the manner appropriate to
each on the date written.


 


	
  COMPANY:

  
	
   

  
	
  GOLF GALAXY, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ RANDALL K. ZANATTA

  	
   

  
	
   

  	
  Randall K. Zanatta

  
	
   

  	
  Its: Chief Executive Officer

  
	
   

  
	
   

  
	
  EXECUTIVE:

  
	
   

  
	
   

  
	
  /s/ RALPH D. MALTBY

  	
   

  
	
  Ralph D. Maltby

  



 


 


[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]